(1) GAAP revenue includes (excludes) ($120.1) million, $37.7 million and ($106.1) million for the fourth quarter of fiscal 2013, third quarter of fiscal 2013, and the fourth quarter of fiscal 2012, respectively, in revenue primarily related to utility and power plant projects. Similarly, GAAP revenue for fiscal 2013 and 2012 excludes $95.1 million and $204.6 million, respectively, in revenue primarily related to utility and power plant projects. See details in the non-GAAP measures disclosure included in this press release.

(2) GAAP results include net, pre-tax adjustments excluded from non-GAAP results which increase (decrease) net income (loss) by ($48.0) million, $53.1 million and ($179.3) million for the fourth quarter of fiscal 2013, third quarter of fiscal 2013, and the fourth quarter of fiscal 2012, respectively. Similarly, GAAP results include net, pre-tax adjustments excluded from non-GAAP results which decrease net income (loss) for fiscal 2013 and 2012 by $124.9 million and $371.3 million, respectively. See details in the non-GAAP measures disclosure included in this press release.

(3) A reconciliation of GAAP to non-GAAP results is included at the end of this press release.

"Solid execution enabled us to substantially beat our plan every quarter this year," said Tom Werner, SunPower president and CEO. "Demand remains strong in both our power plant and distributed generation businesses, and we are executing well in our manufacturing operations with all solar cell fabrication facilities (Fab) running at full capacity. Our technology and operations teams continue to drive down panel cost as we reduced our annual costs by more than 20 percent for the second year in a row. Additionally, our new 350-megawatt (MW) Fab remains on track and we expect first silicon production in less than 12 months.

"Regionally, North America was once again our strongest market. The 579-MW AC Solar Star projects for MidAmerican Solar reached a key milestone with the first 57-MW array segment delivering energy to the grid, and we achieved full commercial operation on the 250-MW AC California Valley Solar Ranch (CVSR), one of the world's largest solar power plants completed to date. We also booked a 20-MW SunPower® C7 Tracker project in North America for delivery in 2015. This is an important milestone in the commercial scale-up of this exciting, new and low-cost power plant technology. We also continue to see strong momentum in our North American residential business, with more than 20,500 leasing customers signed to date. Our recently announced $220 million lease capacity partnership with Bank of America ensures that we will have the resources available to continue to drive growth in this channel in 2014.

"We achieved our end of year profitability goal in the EMEA region as we benefitted from increased revenue and margins due to a strong rebound in our rooftop business in Europe, as well as the sale of one of our power plant projects.

"SunPower posted another strong quarter in Asia Pacific, with Japan accounting for 24 percent of total company shipments. Including the recent announcement of our seven-site, 20-MW supply agreement with Ecomax Japan Inc., we are supplying our industry leading solar panel technology to more than 110 MW of power plant projects in Japan. Combined with our significant share in the residential channel, we have an increasingly broad market footprint in this key market.

"Our partnership with Total is also facilitating expansion into a number of new solar markets worldwide. For example, final financing was secured for construction of the 70-MW merchant power plant in Chile and we were awarded an 86-MW power plant project in the most recent South Africa tender process. With a 6-gigawatt (GW) global pipeline, continued focus on the Middle East and our C7 tracker joint venture in China, we expect further international project announcements this year," concluded Werner.

"SunPower delivered another strong quarter across all business segments as we exceeded our revenue and profit targets for the quarter and the year," said Chuck Boynton, SunPower CFO. "Additionally, we strengthened our balance sheet while generating approximately $270 million in free cash flow in 2013 by prudently managing our working capital. We were also pleased to extend our relationship with Bank of America as their scalable, proven platform will help us drive continued growth in our residential lease channel. With the further monetization of our significant project pipeline, continued focus on expanding our global footprint and ability to optimize our cost and capital structure, we are well positioned to meet our goals for 2014."

Fourth quarter fiscal 2013 GAAP results include net, pre-tax adjustments excluded from non-GAAP results which decrease net income by $48.0 million, including a $19.4 million gross margin adjustment related to the timing of revenue recognition from utility and power plant projects; $14.6 million in stock-based compensation expense; $12.6 million in non-cash interest expense and $1.4 million of other adjustments.

First Quarter and Fiscal Year 2014 Financial Outlook

The company's first quarter 2014 consolidated non-GAAP guidance is as follows: revenue of $650 million to $700 million, gross margin of 18 percent to 20 percent, net income per diluted share of $0.25 to $0.40 and MW recognized in the range of 320 MW to 350 MW. On a GAAP basis, the company expects revenue of $575 million to $625 million, gross margin of 18 percent to 20 percent and net income per diluted share of $0.10 to $0.25.

For fiscal year 2014, the company expects non-GAAP revenue of $2.4 billion to $2.6 billion, gross margin of 19 percent to 21 percent, net income per diluted share of $1.00 to $1.30, capital expenditures of $150 million to $170 million and GW recognized in the range of 1.15 GW to 1.25 GW. On a GAAP basis, the company expects revenue of $2.45 billion to $2.65 billion, gross margin of 20 percent to 22 percent and net income per diluted share of $0.65 to $0.95.

The company will host a conference call for investors this afternoon to discuss its fourth quarter 2013 performance at 1:30 p.m. Pacific Time. The call will be webcast and can be accessed from SunPower's website at http://investors.sunpower.com/events.cfm.

This press release contains both GAAP and non-GAAP financial information. Non-GAAP historical figures are reconciled to the closest GAAP equivalent categories in the financial attachment of this press release. Please note that the company has posted supplemental information and slides related to its fourth quarter 2013 performance on the Events and Presentations section of the SunPower Investor Relations page at http://investors.sunpower.com/events.cfm. The capacity of power plants in this release is described in approximate megawatts on a direct current (dc) basis unless otherwise noted.

About SunPower

SunPower Corp. (NASDAQ: SPWR) designs, manufactures and delivers the highest efficiency, highest reliability solar panels and systems available today. Residential, business, government and utility customers rely on the company's quarter century of experience and guaranteed performance to provide maximum return on investment throughout the life of the solar system. Headquartered in San Jose, Calif., SunPower has offices in North America, Europe, Australia, Africa and Asia. For more information, visit www.SunPower.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: (a) expanding our manufacturing capacity; (b) anticipated construction timelines and milestones for our major projects; (c) growing demand in residential leasing and financing arrangements relating to our residential lease program; (d) growing demand in Japan; (e) our expansion into new markets, facilitated by our partnership with Total S.A.; (f) our growing international project pipeline; (g) our efforts to reduce panel manufacturing costs; (h) our growing North American commercial project pipeline; (i) our positioning for long-term profitability; (j) strategically managing cash; (k) guidance for the first fiscal quarter of 2014, including non-GAAP revenue, gross margin, net income per diluted share and MW recognized and GAAP revenue, gross margin and net income per diluted share; (l) guidance for fiscal year 2014, including non-GAAP revenue, gross margin, net income per diluted share, capital expenditures and GW recognized and GAAP revenue, gross margin and net income per diluted share; (m) reducing operating expenses; (n) generating free cash flow; (o) additional leasing capacity; and (p) optimization of our cost and capital structure. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (1) competition in the industry and downward pressure on average selling prices; (2) our liquidity, substantial indebtedness, and our ability to obtain additional financing for our projects and our customers; (3) risks relating to our residential lease business, including risks of customer default, challenges securing lease financing, and declining conventional electricity prices; (4) our ability to meet our cost reduction targets; (5) regulatory changes and the availability of economic incentives promoting use of solar energy; (6) challenges inherent in constructing and maintaining certain of our large projects, such as the California Valley Solar Ranch and Solar Star projects; (7) the success of our ongoing research and development efforts and commercialization of new products and services; (8) fluctuations in our operating results; (9) manufacturing difficulties that could arise; and (10) challenges managing our joint ventures. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange Commission (SEC) from time to time, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors." Copies of these filings are available online from the SEC or on the SEC Filings section of our Investor Relations website at investors.sunpower.com. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.

SunPower is a registered trademark of SunPower Corp. All other trademarks are the property of their respective owners.

SUNPOWER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

Dec. 29,

Dec. 30,

2013

2012

ASSETS

Cash and cash equivalents

$ 762,511

$ 457,487

Restricted cash and cash equivalents

31,499

46,964

Investments

8,892

10,885

Accounts receivable, net

360,594

398,150

Costs and estimated earnings in excess of billings

31,787

36,395

Inventories

245,575

291,386

Advances to suppliers

383,314

351,405

Long-term financing receivables, net

175,273

67,742

Prepaid expenses and other assets

944,747

822,118

Property, plant and equipment, net

533,387

526,914

Solar power systems leased and to be leased, net

345,504

247,995

Project assets - plants and land, net

75,607

83,507

Total assets

$ 3,898,690

$ 3,340,948

LIABILITIES AND EQUITY

Accounts payable

$ 443,969

$ 414,335

Accrued and other liabilities

882,148

582,991

Billings in excess of costs and estimated earnings

308,650

225,550

Bank loans and other debt

150,007

390,361

Convertible debt

755,968

438,629

Customer advances

204,165

295,730

Total liabilities

2,744,907

2,347,596

Stockholders' equity

1,116,153

993,352

Noncontrolling interests in subsidiaries

37,630

-

Total equity

1,153,783

993,352

Total liabilities and equity

$ 3,898,690

$ 3,340,948

SUNPOWER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29,

Dec. 30,

2013

2013

2012

2013

2012

Revenue:

AMERICAS

$ 382,650

$ 442,091

$ 520,200

$ 1,676,472

$ 1,696,348

EMEA

154,285

120,712

89,410

450,659

489,484

APAC

101,199

94,317

68,915

380,072

231,669

Total revenue

638,134

657,120

678,525

2,507,203

2,417,501

Cost of revenue:

AMERICAS

291,657

306,024

437,355

1,299,701

1,415,417

EMEA

129,921

100,605

137,071

419,416

559,993

APAC

85,888

57,261

57,222

297,014

195,693

Total cost of revenue

507,466

463,890

631,648

2,016,131

2,171,103

Gross margin

130,668

193,230

46,877

491,072

246,398

Operating expenses:

Research and development

16,972

14,903

17,670

58,080

63,456

Selling, general and administrative

76,125

63,229

101,858

271,481

310,246

Restructuring charges

897

1,114

39,634

2,602

100,823

Goodwill and other intangible asset impairment

-

-

-

-

59,581

Total operating expenses

93,994

79,246

159,162

332,163

534,106

Operating income (loss)

36,674

113,984

(112,285)

158,909

(287,708)

Gain on share lending arrangement

-

-

-

-

50,645

Other expense, net

(25,428)

(32,762)

(24,443)

(117,326)

(92,600)

Income (loss) before income taxes and equity in earnings (loss) of unconsolidated investees

11,246

81,222

(136,728)

41,583

(329,663)

Benefit from (provision for) income taxes

(8,985)

4,575

(9,300)

(11,905)

(21,842)

Equity in earnings (loss) of unconsolidated investees

1,611

1,585

1,257

3,872

(515)

Net income (loss)

3,872

87,382

(144,771)

33,550

(352,020)

Net loss attributable to noncontrolling interests

18,466

21,004

-

62,043

-

Net income (loss) attributable to stockholders

$ 22,338

$ 108,386

$(144,771)

$ 95,593

$ (352,020)

Net income (loss) per share attributable to stockholders:

- Basic

$ 0.18

$ 0.89

$ (1.22)

$ 0.79

$ (3.01)

- Diluted

$ 0.15

$ 0.73

$ (1.22)

$ 0.70

$ (3.01)

Weighted-average shares:

- Basic

121,464

121,314

119,148

120,819

117,093

- Diluted

151,337

153,876

119,148

138,980

117,093

SUNPOWER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29,

Dec. 30,

2013

2013

2012

2013

2012

Net income (loss)

$ 3,872

$ 87,382

$(144,771)

$ 33,550

$(352,020)

Components of comprehensive income (loss):

Translation adjustment

556

1,923

843

(1,447)

(959)

Net unrealized gain (loss) on derivatives

(38)

(2,005)

22

(562)

(10,716)

Unrealized gain on investments

-

7

-

-

-

Income taxes

112

379

(4)

212

2,012

Net change in accumulated other comprehensive income (loss)

630

304

861

(1,797)

(9,663)

Total comprehensive income (loss)

4,502

87,686

(143,910)

31,753

(361,683)

Comprehensive loss attributable to noncontrolling interests

18,466

21,004

-

62,043

-

Comprehensive income (loss) attributable to stockholders

$ 22,968

$ 108,690

$(143,910)

$ 93,796

$(361,683)

SUNPOWER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29

Dec. 30,

2013

2013

2012

2013

2012

Cash flows from operating activities:

Net income (loss)

$ 3,872

$ 87,382

$(144,771)

$ 33,550

$(352,020)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization expense

25,067

24,764

26,924

98,191

117,770

Stock-based compensation

14,575

12,082

9,260

45,678

42,439

Non-cash interest expense

12,634

12,311

8,841

49,016

38,177

Goodwill and other intangible asset impairment

-

-

-

-

59,581

Loss on retirement of property, plant and equipment

-

-

21,408

-

77,807

Gain on contract termination

-

(51,988)

-

(51,988)

-

Gain on share lending arrangement

-

-

-

-

(50,645)

Third-party inventories write-down

-

-

-

-

8,869

Equity in (earnings) loss of unconsolidated investees

(1,611)

(1,585)

(1,257)

(3,872)

515

Deferred income taxes and other tax liabilities

(1,179)

(4,830)

(4,442)

1,138

(4,332)

Other, net

1,184

1,050

946

4,396

3,841

Changes in operating assets and liabilities:

Accounts receivable

(7,365)

61,063

(113,343)

(53,756)

11,522

Costs and estimated earnings in excess of billings

10,776

(1,246)

29,167

4,608

18,458

Inventories

32,300

(65,253)

78,400

(6,243)

28,324

Project assets

20,019

(10,820)

78,520

(22,094)

(23,397)

Long-term financing receivables, net

(36,096)

(21,943)

(14,352)

(107,531)

(62,415)

Prepaid expenses and other assets

(80,667)

15,628

(86,368)

39,123

(73,706)

Advances to suppliers

(18,174)

(5,930)

6,110

(31,909)

(23,883)

Accounts payable and other accrued liabilities

13,830

65,077

134,572

120,599

91,564

Billings in excess of costs and estimated earnings

55,321

(81,600)

85,926

83,100

54,723

Customer advances

(11,610)

(5,293)

25,663

(39,577)

65,711

Net cash provided by operating activities

32,876

28,869

141,204

162,429

28,903

Cash flows from investing activities:

(Increase) decrease in restricted cash and cash equivalents

521

(2,882)

(21,750)

15,465

32,591

Purchases of property, plant and equipment

(8,594)

(5,579)

(25,753)

(34,054)

(104,786)

Cash paid for solar power systems, leased and to be leased

(13,616)

(18,544)

(49,791)

(97,235)

(150,446)

Cash paid for solar power systems

(21,257)

-

-

(21,257)

-

Purchases of marketable securities

-

-

-

(99,928)

(1,436)

Proceeds from sales or maturities of marketable securities

-

100,947

-

100,947

-

Proceeds from sale of equipment to third-party

-

628

5

645

424

Cash received for sale of investment in unconsolidated investee

-

-

-

-

17,403

Cash paid for investments in unconsolidated investees

(16,350)

-

(3,817)

(17,761)

(13,817)

Net cash provided by (used in) investing activities

(59,296)

74,570

(101,106)

(153,178)

(220,067)

Cash flows from financing activities:

Proceeds from issuance of convertible debt, net of issuance costs

-

-

-

296,283

-

Proceeds from issuance of bank loans, net of issuance costs

-

-

25,000

-

150,000

Proceeds from issuance of project loans, net of issuance costs

14,169

11,610

-

82,394

27,617

Proceeds from residential lease financing

13,027

26,817

33,568

96,392

60,377

Proceeds from sale-leaseback financing

32,382

-

-

73,139

-

Proceeds from private offering of common stock, net of issuance costs

-

-

-

-

163,616

Contributions from noncontrolling interests

26,607

29,535

-

100,008

-

Proceeds from recovery of claim in connection with share lending arrangement

-

-

-

-

50,645

Proceeds from exercise of stock options

58

49

-

156

51

Cash paid for repurchased convertible debt

-

-

-

-

(198,608)

Repayment of bank loans, project loans and other debt

(388)

(8,386)

(27,651)

(290,486)

(154,078)

Assumption of project loan by customer

(34,850)

-

-

(34,850)

-

Repayment of sale-leaseback financing

(3,680)

-

-

(8,804)

-

Distributions to noncontrolling interests

(335)

-

-

(335)

-

Cash distributions to Parent in connection with the transfer of entities under common control

Assignment of financing receivables to a third party financial institution

$ 25,613

$ 22,166

$ 13,554

$ 93,013

$ 23,813

Property, plant and equipment acquisitions funded by liabilities

5,288

5,628

6,408

5,288

6,408

Costs of solar power systems, leased and to be leased, sourced from existing inventory

10,380

13,627

37,625

53,721

117,692

Costs of solar power systems, leased and to be leased, funded by liabilities

4,392

2,315

6,544

4,392

6,544

Costs of solar power systems under sale-leaseback financing arrangements sourced from project assets

6,043

-

-

30,442

-

Issuance of warrants in connection with the Liquidity Support Agreement

-

-

-

-

50,327

(In thousands, except per share data)

THREE MONTHS ENDED

TWELVE MONTHS ENDED

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29,

Dec. 30,

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29,

Dec. 30,

2013

2013

2012

2013

2012

2013

2013

2012

2013

2012

(Presented on a GAAP Basis)

(Presented on a non-GAAP Basis)

Gross margin

$ 130,668

$ 193,230

$ 46,877

$ 491,072

$ 246,398

$ 154,926

$ 118,478

$ 146,960

$ 530,379

$ 403,994

Operating income (loss)

$ 36,674

$ 113,984

$ (112,285)

$ 158,909

$ (287,708)

$ 72,734

$ 49,221

$ 58,654

$ 237,328

$ 95,307

Net income (loss) per share attributable to stockholders:

- Basic

$ 0.18

$ 0.89

$ (1.22)

$ 0.79

$ (3.01)

$ 0.59

$ 0.48

$ 0.18

$ 1.83

$ 0.18

- Diluted

$ 0.15

$ 0.73

$ (1.22)

$ 0.70

$ (3.01)

$ 0.47

$ 0.44

$ 0.18

$ 1.68

$ 0.18

About SunPower's Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with GAAP, SunPower uses non-GAAP measures which are adjusted from the most directly comparable GAAP results for certain items, as described below. Management does not consider these items in evaluating the core operational activities of SunPower. The specific non-GAAP measures listed below are gross margin, operating income (loss), net income (loss) per share, earnings before interest, taxes, depreciation and amortization (EBITDA) and free cash flow. Management believes that each of these non-GAAP measures (gross margin, operating income (loss), net income (loss) per share, EBITDA and free cash flow) are useful to investors by enabling them to better assess changes in each of these key elements of SunPower's results of operations across different reporting periods on a consistent basis, independent of certain items as described below. Thus, each of these non-GAAP financial measures provides investors with another method for assessing SunPower's operating results in a manner that is focused on its ongoing core operating performance, absent the effects of these items. Management also uses these non-GAAP measures internally to assess the business and financial performance of current and historical results, for strategic decision making, forecasting future results and evaluating the company's current performance. Many of the analysts covering SunPower also use these non-GAAP measures in their analyses. Given management's use of these non-GAAP measures, SunPower believes these measures are important to investors in understanding SunPower's current and future operating results as seen through the eyes of management. These non-GAAP measures are not in accordance with or an alternative for GAAP financial data, the non-GAAP measures should be reviewed together with the GAAP measures and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.

Non-GAAP gross margin. The use of this non-GAAP financial measure allows management to evaluate the gross margin of SunPower's core businesses and trends across different reporting periods on a consistent basis, independent of charges including gain on contract termination, stockbased compensation, non-cash interest expense and other items as described below. In addition, the presentation of non-GAAP gross margin includes the revenue recognition of utility and power plant projects on a non-GAAP basis. This non-GAAP financial measure is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

Non-GAAP operating income (loss). The use of this non-GAAP financial measure allows management to evaluate the operating results of SunPower's core businesses and trends across different reporting periods on a consistent basis, independent of charges including gain on contract termination, stock-based compensation, non-cash interest expense, restructuring charges, and other items as described below. In addition, the presentation of non-GAAP operating income (loss) includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Non-GAAP operating income (loss) is an important component of management's internal performance measurement process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents this non-GAAP financial measure to enable investors and analysts to understand the results of operations of SunPower's core businesses and to compare results of operations on a more consistent basis against that of other companies in the industry.

Non-GAAP net income (loss) per share. Management presents this non-GAAP financial measure to enable investors and analysts to assess SunPower's operating results and trends across different reporting periods on a consistent basis, independent of items including gain on contract termination, stock-based compensation, non-cash interest expense, restructuring charges, other items as described below, and the tax effects of these non-GAAP adjustments. In addition, the presentation of non-GAAP net income (loss) includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Management presents this non-GAAP financial measure to enable investors and analysts to compare SunPower's operating results on a more consistent basis against that of other companies in the industry.

EBITDA. Management presents this non-GAAP financial measure to enable investors and analysts to assess SunPower's operating results and trends across different reporting periods on a consistent basis, independent of items including gain on contract termination, stock-based compensation, noncash interest expense, restructuring charges, cash interest expense, net of interest income, provision for income taxes, depreciation, and other items as described below. In addition, the presentation of EBITDA includes the revenue recognition of utility and power plant projects on a non-GAAP basis. Management presents this non-GAAP financial measure to enable investors and analysts to compare SunPower's operating results on a more consistent basis against that of other companies in the industry.

Free cash flow. Management presents this non-GAAP financial measure to enable investors and analysts to assess SunPower's operating results and trends across different reporting periods on a consistent basis, inclusive of lease financing as described below. Management presents this non-GAAP financial measure to enable investors and analysts to compare SunPower's operating results on a more consistent basis against that of other companies in the industry.

Included items

Utility and power plant projects. The company includes adjustments to non-GAAP revenue and non-GAAP cost of revenue related to the utility and power plant projects based on the separately identifiable components of the transactions in order to reflect the substance of the transactions. Such treatment is consistent with accounting rules under International Financial Reporting Standards (IFRS). On a GAAP basis, such revenue and costs of revenue are accounted for under U.S. GAAP real estate accounting guidance. Management calculates separate revenue and cost of revenue amounts each fiscal period in accordance with the two treatments above and the aggregate difference for the company's affected projects is included in the relevant reconciliation tables below. Over the life of each project, cumulative revenue and gross margin will be equivalent between the two treatments; however, revenue and gross margin will generally be recognized earlier under the company's non-GAAP treatment than under the company's GAAP treatment. Among other factors, this is due to the attribution of non-GAAP revenue and margin to the company's project development efforts at the time of initial project sale as required under IFRS accounting rules whereas no separate attribution to this element occurs under U.S. GAAP real estate accounting guidance. Within each project, the relationship between the adjustments to revenue and gross margins are generally consistent. However, as the company may have multiple utility and power plant projects in progress at any given time, the relationship in the aggregate will occasionally appear otherwise. Management presents this non-GAAP financial measure to enable investors and analysts to evaluate SunPower's revenue generation performance relative to the direct costs of revenue of its core businesses.

Free cash flow adjustments. Specifically to calculate free cash flow, the company includes the impact during the period of the following items:

Net cash provided by (used in) investing activities

Proceeds from residential lease financing

Proceeds from sale-leaseback financing

Contributions from noncontrolling interests

Distributions to noncontrolling interests

Repayment of sale-leaseback financing

Excluded Items

Gain on contract termination. During the third quarter of fiscal 2013, SunPower agreed to terminate a contract with one of the company's suppliers. As a result, SunPower recorded a gain associated with the non-cash forfeiture of a previously recorded advance from the supplier. As this gain is nonrecurring in nature, excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without similar impacts.

Stock-based compensation. Stock-based compensation relates primarily to SunPower stock awards such as restricted stock. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are difficult to predict. As a result of this unpredictability, management excludes this item from its internal operating forecasts and models. Management believes that non-GAAP measures adjusted for stock-based compensation provide investors with a basis to measure the company's core performance against the performance of other companies without the variability created by stock-based compensation.

Non-cash interest expense. SunPower separately accounted for the fair value liabilities of the embedded cash conversion option and the over-allotment option on its 4.5% senior cash convertible debentures issued in 2010 as an original issue discount and a corresponding derivative conversion liability. As a result, SunPower incurs interest expense that is substantially higher than interest payable on its 4.5% senior cash convertible debentures. SunPower excludes non-cash interest expense because the expense is not reflective of its ongoing financial results in the period incurred. In addition, in connection with the Liquidity Support Agreement with Total executed on February 28, 2012, the company issued warrants to Total to acquire 9,531,677 shares of its common stock. The fair value of the warrants is recorded as debt issuance costs and amortized over the expected life of the agreement. As a result, SunPower incurs non-cash interest expense associated with the amortization of the warrants. Excluding this data provides investors with a basis to compare the company's performance against the performance of other companies without non-cash interest expense.

Restructuring charges. In October 2012, the company's Board of Directors approved a reorganization to accelerate operating cost reduction and improve overall operating efficiency (the October 2012 Restructuring Plan). Restructuring charges are excluded from non-GAAP financial measures because they are not considered core operating activities and such costs have historically occurred infrequently. Although SunPower has engaged in restructuring activities in the past, each has been a discrete event based on a unique set of business objectives. As such, management believes that it is appropriate to exclude restructuring charges from SunPower's non-GAAP financial measures as they are not reflective of ongoing operating results or contribute to a meaningful evaluation of a company's past operating performance.

Other. Beginning with the first quarter of fiscal 2013 the company has combined amounts previously disclosed under separate captions. These amounts were previously disclosed under one of the following captions:

Goodwill and other intangible asset impairment

Amortization of intangible assets

Restructuring charges (related to actions prior to the October 2012 Restructuring Plan)

Charges on manufacturing step reduction plan

Non-recurring idle equipment impairment

Class action settlement

Acquisition and integration costs

Change in European government incentives

Gain (loss) on mark-to-market derivative instruments

Gain on share lending arrangement

Gain on sale of equity interest in unconsolidated investee

The adjustments recorded in "Other" for the fourth quarter of fiscal 2013 are primarily driven by adjustments which would have previously been disclosed under "Restructuring charges."

Tax effect. This amount is used to present each of the amounts described above on an after-tax basis with the presentation of non-GAAP net income (loss) per share. The company's non-GAAP tax amount is based on estimated cash tax expense and reserves. This approach is designed to enhance the ability of investors to understand the company's tax expense on its current operations, provide improved modeling accuracy, and substantially reduce fluctuations caused by GAAP to non-GAAP adjustments which may not reflect actual cash tax expense. The company forecasts its annual cash tax liability and allocates the tax to each quarter in proportion to earnings for that period.

EBITDA adjustments. Specifically to calculate EBITDA, in addition to adjustments previously described above, the company excludes the impact during the period of the following items:

Cash interest expense, net of interest income

Provision for income taxes

Depreciation

For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of GAAP Measures to Non-GAAP Measures" set forth at the end of this release and which should be read together with the preceding financial statements prepared in accordance with GAAP.

SUNPOWER CORPORATION

RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES

(Unaudited)

(In thousands, except per share data)

STATEMENT OF OPERATIONS DATA:

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29,

Dec. 30

2013

2013

2012

2013

2012

GAAP AMERICAS revenue

$ 382,650

$ 442,091

$ 520,200

$ 1,676,472

$ 1,696,348

Utility and power plant projects

120,058

(37,669)

106,052

95,788

204,811

Non-GAAP AMERICAS revenue

$ 502,708

$ 404,422

$ 626,252

$ 1,772,260

$ 1,901,159

GAAP EMEA revenue

$ 154,285

$ 120,712

$ 89,410

$ 450,659

$ 489,484

Other

-

-

-

-

(193)

Non-GAAP EMEA revenue

$ 154,285

$ 120,712

$ 89,410

$ 450,659

$ 489,291

GAAP APAC revenue

$ 101,199

$ 94,317

$ 68,915

$ 380,072

$ 231,669

Other

-

-

-

(672)

-

Non-GAAP APAC revenue

$ 101,199

$ 94,317

$ 68,915

$ 379,400

$ 231,669

GAAP total revenue

$ 638,134

$ 657,120

$ 678,525

$ 2,507,203

$ 2,417,501

Utility and power plant projects

120,058

(37,669)

106,052

95,788

204,811

Other

-

-

-

(672)

(193)

Non-GAAP total revenue

$ 758,192

$ 619,451

$ 784,577

$ 2,602,319

$ 2,622,119

GAAP AMERICAS gross margin

$ 90,993

23.8%

$ 136,067

30.8%

$ 82,845

15.9%

$ 376,711

22.5%

$ 280,931

16.6%

Utility and power plant projects

19,381

(26,323)

82,294

77,338

107,163

Gain on contract termination

-

(25,604)

-

(25,604)

-

Stock-based compensation expense

1,941

1,295

1,438

5,150

6,181

Non-cash interest expense

401

291

293

1,203

1,024

Other

514

42

8,698

957

19,306

Non-GAAP AMERICAS gross margin

$ 113,230

22.5%

$ 85,768

21.2%

$ 175,568

28.0%

$ 435,815

24.6%

$ 414,605

21.8%

GAAP EMEA gross margin

$ 24,364

15.8%

$ 20,107

16.7%

$ (47,661)

(53.3)%

$ 31,243

6.9%

$ (70,509)

(14.4)%

Gain on contract termination

-

(9,395)

-

(9,395)

-

Stock-based compensation expense

798

803

693

2,660

3,851

Non-cash interest expense

127

107

101

495

526

Other

-

-

2,986

186

11,600

Non-GAAP EMEA gross margin

$ 25,289

16.4%

$ 11,622

9.6%

$ (43,881)

(49.1)%

$ 25,189

5.6%

$ (54,532)

(11.1)%

GAAP APAC gross margin

$ 15,311

15.1%

$ 37,056

39.3%

$ 11,693

17.0%

$ 83,058

21.9%

$ 35,976

15.5%

Gain on contract termination

-

(16,988)

-

(16,988)

-

Stock-based compensation expense

925

827

453

3,006

1,578

Non-cash interest expense

171

193

102

713

292

Other

-

-

3,025

(414)

6,075

Non-GAAP APAC gross margin

$ 16,407

16.2%

$ 21,088

22.4%

$ 15,273

22.2%

$ 69,375

18.3%

$ 43,921

19.0%

GAAP total gross margin

$ 130,668

20.5%

$ 193,230

29.4%

$ 46,877

6.9%

$ 491,072

19.6%

$ 246,398

10.2%

Utility and power plant projects

19,381

(26,323)

82,294

77,338

107,163

Gain on contract termination

-

(51,987)

-

(51,987)

-

Stock-based compensation expense

3,664

2,925

2,584

10,816

11,610

Non-cash interest expense

699

591

496

2,411

1,842

Other

514

42

14,709

729

36,981

Non-GAAP total gross margin

$ 154,926

20.4%

$ 118,478

19.1%

$ 146,960

18.7%

$ 530,379

20.4%

$ 403,994

15.4%

GAAP operating expenses

$ 93,994

$ 79,246

$ 159,162

$ 332,163

$ 534,106

Stock-based compensation expense

(10,911)

(9,157)

(6,676)

(34,862)

(30,829)

Non-cash interest expense

(42)

(42)

(34)

(166)

(110)

October 2012 Restructuring Plan

(2,018)

(56)

(30,227)

(1,241)

(30,227)

Other

1,169

(734)

(33,919)

(2,843)

(164,253)

Non-GAAP operating expenses

$ 82,192

$ 69,257

$ 88,306

$ 293,051

$ 308,687

GAAP operating income (loss)

$ 36,674

$ 113,984

$ (112,285)

$ 158,909

$ (287,708)

Utility and power plant projects

19,381

(26,323)

82,294

77,338

107,163

Gain on contract termination

-

(51,987)

-

(51,987)

-

Stock-based compensation expense

14,575

12,082

9,260

45,678

42,439

Non-cash interest expense

741

633

530

2,577

1,952

October 2012 Restructuring Plan

2,018

56

30,227

1,241

30,227

Other

(655)

776

48,628

3,572

201,234

Non-GAAP operating income

$ 72,734

$ 49,221

$ 58,654

$ 237,328

$ 95,307

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO STOCKHOLDERS:

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 30,

Dec. 30,

Dec. 29,

Dec. 30,

2013

2013

2012

2013

2012

Basic:

GAAP net income (loss) per share attributable to stockholders

$ 0.18

$ 0.89

$ (1.22)

$ 0.79

$ (3.01)

Utility and power plant projects

0.16

(0.22)

0.69

0.64

0.91

Gain on contract termination

-

(0.43)

-

(0.43)

-

Stock-based compensation expense

0.12

0.10

0.08

0.38

0.36

Non-cash interest expense

0.10

0.10

0.07

0.41

0.33

October 2012 Restructuring Plan

0.02

-

0.25

0.01

0.26

Other

(0.01)

0.01

0.42

0.03

1.31

Tax effect

0.02

0.03

(0.11)

-

0.02

Non-GAAP net income per share attributable to stockholders

$ 0.59

$ 0.48

$ 0.18

$ 1.83

$ 0.18

Diluted:

GAAP net income (loss) per share attributable to stockholders

$ 0.15

$ 0.73

$ (1.22)

$ 0.70

$ (3.01)

Utility and power plant projects

0.12

(0.18)

0.69

0.59

0.91

Gain on contract termination

-

(0.38)

-

(0.38)

-

tock-based compensation expense

0.10

0.11

0.08

0.35

0.36

Non-cash interest expense

0.08

0.11

0.07

0.38

0.33

October 2012 Restructuring Plan

0.01

-

0.25

0.01

0.26

Other

-

0.03

0.42

0.03

1.31

Tax effect

0.01

0.02

(0.11)

0.00

0.02

Non-GAAP net income per share attributable to stockholders

$ 0.47

$ 0.44

$ 0.18

$ 1.68

$ 0.18

Weighted-average shares:

GAAP net income (loss) per share attributable to stockholders:

- Basic

121,464

121,314

119,148

120,819

117,093

- Diluted

151,337

153,876

119,148

138,980

117,093

Non-GAAP net income per share attributable to stockholders:

- Basic

121,464

121,314

119,148

120,819

117,093

- Diluted*

160,049

133,138

120,034

131,910

117,717

*Non-GAAP diluted weighted-average shares exclude the potential impact of the company's convertible bonds under the if-converted method when the relevant conversion option is not in the money for the relevant period. For the three months ended September 29, 2013, 12.0 million and 8.7 million weighted-average shares relating to the company's 0.75% convertible bonds due 2018 and the company's 4.75% convertible bonds due 2014, respectively, were excluded. For the twelve months ended December 29, 2013, 7.1 million and 8.7 million weighted-averages shares relating to the company's 0.75% convertible bonds due 2018 and the company's 4.75% convertible bonds due 2014, respectively, were excluded.

EBITDA:

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29,

Dec. 30,

2013

2013

2012

2013

2012

GAAP net income (loss) attributable to stockholders

$ 22,338

$ 108,386

$ (144,771)

$ 95,593

$ (352,020)

Utility and power plant projects

19,381

(26,323)

82,294

77,338

107,163

Gain on contract termination

-

(51,987)

-

(51,987)

-

Stock-based compensation expense

14,575

12,082

9,260

45,678

42,439

Non-cash interest expense

12,634

12,311

8,841

49,016

38,177

October 2012 Restructuring Plan

2,018

56

30,227

1,241

30,227

Other

(648)

779

48,628

3,609

153,338

Cash interest expense, net of interest income

11,536

16,292

11,545

56,283

46,804

Provision for income taxes

8,985

(4,575)

9,300

11,905

21,842

Depreciation

24,553

24,722

25,909

97,446

108,656

EBITDA

$ 115,372

$ 91,743

$ 81,233

$ 386,122

$ 196,626

FREE CASH FLOW:

THREE MONTHS ENDED

TWELVE MONTHS ENDED

Dec. 29,

Sep. 29,

Dec. 30,

Dec. 29,

Dec. 30,

2013

2013

2012

2013

2012

Net cash provided by operating activities

$ 32,876

$ 28,869

$ 141,204

$ 162,429

$ 28,903

Net cash provided by (used in) investing activities

(59,296)

74,570

(101,106)

(153,178)

(220,067)

Proceeds from residential lease financing

13,027

26,817

33,568

96,392

60,377

Proceeds from sale-leaseback financing

32,382

-

-

73,139

-

Contributions from noncontrolling interests

26,607

29,535

-

100,008

-

Distributions to noncontrolling interests

(335)

-

-

(335)

-

Repayment of sale-leaseback financing

(3,680)

-

-

(8,804)

-

Free cash flow

$ 41,581

$ 159,791

$ 73,666

$ 269,651

$ (130,787)

Q1 2014 GUIDANCE (in thousands except per share data)

Q1 2014

FY 2014

Revenue (GAAP)

$575,000-$625,000

$2,450,000-$2,650,000

Revenue (non-GAAP) (a)

$650,000-$700,000

$2,400,000-$2,600,000

Gross margin (GAAP)

18%-20%

20%-22%

Gross margin (non-GAAP) (b)

18%-20%

19%-21%

Net income per diluted share (GAAP)

$0.10-$0.25

$0.65-$0.95

Net income per diluted share (non-GAAP) (c)

$0.25-$0.40

$1.00-$1.30

(a)

Estimated non-GAAP amounts above include a net increase (decrease) of $75 million for Q1 2014 and $(50) million for fiscal 2014 of revenue primarily related to utility and power plant projects.

(b)

Estimated non-GAAP amounts above for Q1 2014 include net, pre-tax adjustments that increase gross margin by approximately $5 million related to the non-GAAP revenue adjustments that are discussed above, $3 million related to stock-based compensation expense, and $1 million related to non-cash interest expense. Estimated non-GAAP amounts above for fiscal 2014 include net, pre-tax adjustments that increase (decrease) gross margin by approximately $(40) million related to the non-GAAP revenue adjustments that are discussed above, $14 million related to stockbased compensation expense, and $3 million related to non-cash interest expense.

(c)

Estimated non-GAAP amounts above for Q1 2014 include estimated net, pre-tax adjustments that increase net income by approximately $5 million related to the non-GAAP revenue adjustments that are discussed above, $13 million related to stock-based compensation expense, $5 million related to non-cash interest expense, $2 million related to restructuring charges, and $3 million related to other items. Estimated non-GAAP amounts above for fiscal 2014 include estimated net, pre-tax adjustments that increase (decrease) net income by approximately $(40) million related to the non-GAAP revenue adjustments that are discussed above, $54 million related to stock-based compensation expense, $23 million related to non-cash interest expense, $5 million related to restructuring expenses, $10 million related to other items, and $5 million related to tax effects.

The following supplemental data represents the adjustments, individual charges and credits that are included and/or excluded from SunPower's non-GAAP gross margin, operating income (loss) and net income (loss) per share measures for each period presented in the Condensed Consolidated Statements of Operations contained herein.